Closing Strong LLC (“Closing Strong” ALSO REFERRED TO AS “WE”, “US”, AND “OUR”) IS WILLING TO GRANT ACCESS RIGHTS TO OUR ONLINE SERVICE DEFINED BELOW ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS AGREEMENT. PLEASE READ THE TERMS CAREFULLY. BY CLICKING ON “I ACCEPT” OR BY ACCESSING THE SERVICE, YOU WILL INDICATE YOUR AGREEMENT WITH THEM. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOUR ACCEPTANCE REPRESENTS THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS, IN WHICH CASE “YOU” OR “YOUR” SHALL REFER TO YOUR ENTITY. IF YOU DO NOT AGREE WITH THESE TERMS, OR IF YOU DO NOT HAVE THE AUTHORITY TO BIND YOUR ENTITY, THEN CLOSING STRONG IS UNWILLING TO GRANT ACCESS RIGHTS TO YOU FOR OUR ONLINE SERVICE.
SOFTWARE SERVICES AGREEMENT
Personal Purpose Process. The service consists of our online service known as Personal Purpose Process.
Term. The term of this Agreement shall continue from year to year, unless terminated by written notice by either of us for convenience at any time. Immediately upon termination of this Agreement for any reason, you shall return to Closing Strong all copies of any documentation we may have provided.
Use Rights. You are authorized to use the Service on a royalty-free basis, only for your own internal business purposes. You shall be fully responsible for establishing back-up and other procedures that are required to maintain the security of your data. Closing Strong is not obligated to incorporate any modification to the Service requested or suggested by you; however, if any such request or suggestion is incorporated into the Service, you hereby waive and assign all rights to such requests or suggestions to Closing Strong.
Restrictions. You may not: (i) permit others to use the Service, except as expressly provided above for authorized network use; (ii) modify or translate the Service; (iii) reverse engineer, decompile, or disassemble the Service, except to the extent this restriction is expressly prohibited by applicable law; (iv) create derivative works based on the Service; (v) merge the Service with another product; (vi) copy the Service, except as expressly provided above; or (vii) remove or obscure any proprietary rights notices or labels on the Service.
5.1 If you have questions about the Service, or if you believe that you have discovered an error in the Service, you may notify Closing Strong by telephone or through Closing Strong’s designated electronic mail support address.
5.2 Closing Strong will use its best efforts to answer questions and correct Service errors (or to provide suitable temporary solutions or workarounds for problems) during the initial response. If you state that the problem is substantial and material to your use of the Service, or that the problem causes the Service to be inoperable, Closing Strong will use its best efforts to correct the problem, within a commercially reasonable time after Closing Strong’s initial response.
Your Responsibilities. During the term of this Agreement, you agree to (i) provide your own Internet connection and Internet browser capable of and accessing and using the Service, and (ii) provide all other information regarding the Service operations as reasonably requested by Closing Strong.
Warranty Disclaimer. CLOSING STRONG PROVIDES THE SERVICE “AS-IS.” NEITHER CLOSING STRONG NOR ANY OF ITS SUPPLIERS OR RESELLERS MAKES ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. CLOSING STRONG AND ITS SUPPLIERS SPECIFICALLY DISCLAIM THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, AND DATA ACCURACY. THERE IS NO WARRANTY OR GUARANTEE THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR VIRUS-FREE, OR THAT THE SERVICE WILL MEET ANY PARTICULAR CRITERIA OF PERFORMANCE, QUALITY, ACCURACY, PURPOSE, OR NEED. YOU ASSUME THE ENTIRE RISK OF SELECTION, INSTALLATION, AND USE OF THE SERVICE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE SERVICE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER. Under local law, certain limitations may not apply, and you may have additional rights which vary from state to state.
Limitation of Liability. INDEPENDENT OF THE FORGOING PROVISIONS, IN NO EVENT AND UNDER NO LEGAL THEORY, INCLUDING WITHOUT LIMITATION, TORT, CONTRACT, OR STRICT PRODUCTS LIABILITY, SHALL CLOSING STRONG OR ANY OF ITS SUPPLIERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER MALFUNCTION, DATA LOSS, OR ANY OTHER KIND OF COMMERCIAL DAMAGE, EVEN IF CLOSING STRONG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
Ownership. Closing Strong and its suppliers own the Service and all intellectual property rights embodied therein and in the related software and technology, including without limitation, copyrights. The Service is protected by United States copyright laws and international treaty provisions. This Agreement provides you only limited access and use rights, and no ownership of any intellectual property.
Confidentiality. For purposes hereof, “Confidential Information” of Closing Strong means non-public information of Closing Strong or its customers (i) which relates to the design, operation, functionality, and test results of the Service and related software and technology, and (ii) business and marketing plans for the Service. You may use Confidential Information of Closing Strong only for the purposes of this Agreement. You shall protect such Confidential Information from disclosure to others outside your organization, using the same degree of care used to protect your own proprietary information of like importance, but, in any case using no less than a reasonable degree of care.
Transfers. You may not transfer your access rights the Service or any rights under this Agreement without the prior written consent of Closing Strong. A condition to any transfer or assignment shall be that the recipient agrees to the terms of this Agreement. Any attempted transfer or assignment in violation of this provision shall be null and void.
Arbitration.By agreeing to arbitration, you understand and agrees that you are waiving your rights to maintain other resolution processes. Except for actions to protect intellectual property rights and to enforce an arbitrator’s decision hereunder, all disputes, controversies, or claims arising out of or relating to this Agreement or a breach thereof shall be submitted to and finally resolved by arbitration under the rules of the American Arbitration Association (“AAA”) then in effect. There shall be one arbitrator, and such arbitrator shall be chosen by mutual agreement of the parties in accordance with AAA rules. The arbitration shall take place in Houston, Texas, and may be conducted by telephone or online by mutual agreement of the parties. The arbitrator shall apply the laws of Texas to all issues in dispute. The controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The findings of the arbitrator shall be final and binding on the parties, and may be entered in any court of competent jurisdiction for enforcement. Enforcements of any award or judgment shall be governed by the United Nations Convention on the Recognition and Enforcement of Foreign Arbitral Awards. Should either party file an action contrary to this provision, the other party may recover attorney’s fees and costs up to $1000.00.
Jurisdiction and Venue.The courts of Harris County, Texas and the United States District Court for the Southern District of Texas, shall be the exclusive jurisdiction and venue for all legal proceedings that are not arbitrated under this Agreement.
Miscellaneous.The terms and conditions of this Agreement are enforceable to the extent permitted by law. This Agreement constitutes the entire understanding of the parties with respect to the subject matter of this Agreement and merges all prior communications, representations, and agreements. This Agreement may be modified only by a written agreement signed by the parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. This Agreement shall be construed under the laws of Texas, excluding rules regarding conflicts of law. The application the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded. This license is written in English, and English is its controlling language.